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THE HONGKONG AND SHANGHAI HOTELS, LIMITED

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Hongkong and Shanghai Hotels : 17 Jan 2022 - Voluntary Announcement - Increase in Shareholding in the Company by Substantial Shareholders and Non-Executive Directors

01/16/2022 | 07:55pm EDT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

THE HONGKONG AND SHANGHAI HOTELS, LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00045)

Voluntary Announcement

Increase in Shareholding in the Company

by Substantial Shareholders and Non-Executive Directors

This announcement is made by The Hongkong and Shanghai Hotels, Limited (the "Company") on a voluntary basis.

The Company has been notified by Sir Elly Kadoorie & Sons Limited, on behalf of The Hon. Sir Michael Kadoorie and Mr Philip Kadoorie (including his associates) and on behalf of certain substantial shareholders that certain trust structures/entities established for the benefit of the members of the Kadoorie family, namely Acorn Holdings Corporation ("Acorn") and Lawrencium Holdings Limited ("Lawrencium" together with Acorn the "Purchasers") have entered into a conditional share sale and purchase agreement (the "Conditional SPA") on 13 January 2022 (after close of trading hours) with Solis Capital Limited ("Seller") and its parent company, Seekers Partners Limited ("Seekers") pursuant to which the Seller has agreed to sell (or procure the sale of), and the Purchasers have agreed to acquire, off-market, (i) 185,179,077 shares of the Company ("Shares") held by the Seller ("Solis Sale Shares") and (ii) an additional 20,132,108 Shares held by undisclosed persons ("Additional Sale Sales" together with the Solis Sale Shares, the "Sale Shares"). The purchase price per Sale Share is HK$12.80. The Purchasers will acquire the Solis Sale Shares and the Additional Sale Shares pro rata to their existing shareholdings in the Company at the date of the Conditional SPA.

The Company was informed that completion of the Conditional SPA ("Completion") is conditional upon the Purchasers having obtained a waiver from the Executive Director of the Corporate Finance Division of the Securities and Futures Commission of any obligation under Rule 26 of the Takeovers Code for the Purchasers (or any persons acting in concert with either of them) to make a mandatory general offer for any shares of the Company as a result of the sale and purchase of the Sale Shares ("Waiver"). The Conditional SPA will terminate if the Waiver has not been obtained by 31 March 2022, unless the Purchasers and the Seller agree to extend such date.

The Seller and the Purchasers are substantial shareholders of the Company at the date of this announcement. The Seller has confirmed to the Purchasers, in the Conditional SPA, that the owners of the Additional Sale Shares are independent of the Company, its directors and substantial shareholders (other than the Seller and Seekers).

As at the date of this announcement, the Kadoorie family (including interests associated with the family but excluding interests held by charities associated with the family) has a combined shareholding of 989,347,304 Shares, representing 59.98% of the total number of Shares in issue.

1

Immediately after Completion, the Kadoorie family (including interests associated with the family but excluding interests held by charities associated with the family) will have a combined shareholding of 1,194,658,489 Shares, representing 72.43% of the total number of Shares in issue. The Seller will cease to have any Shares upon completion of the Conditional SPA.

The table in the appendix sets out the interests in Shares of the Purchasers, the Non-Executive Directors and the controlled corporation of the Seller as at the date of this announcement and immediately after Completion.

From publicly available information and within the knowledge of the Directors, the Company has maintained the required 25% public float after the Completion.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities in the Company.

By order of the Board

Christobelle Liao

Company Secretary

Hong Kong, 14 January 2022

As at the date of this announcement, the Board of Directors of the Company comprises the following Directors:

Non-Executive Chairman

The Hon. Sir Michael Kadoorie

Non-Executive Deputy Chairman

Non-Executive Directors

Andrew Clifford Winawer Brandler

William Elkin Mocatta

John Andrew Harry Leigh

Nicholas Timothy James Colfer

Executive Directors

James Lindsay Lewis

Managing Director and Chief Executive Officer

Philip Lawrence Kadoorie

Clement King Man Kwok

Independent Non-Executive Directors

Dr the Hon. Sir David Kwok Po Li

Chief Operating Officer

Patrick Blackwell Paul

Peter Camille Borer

Pierre Roger Boppe

Dr William Kwok Lun Fung

Dr Rosanna Yick Ming Wong

Chief Financial Officer

Dr Kim Lesley Winser

Christopher Shih Ming Ip

Ada Koon Hang Tse

2

Appendix

Number of shares

Number of shares

Name

Capacity

held in the Company

held in the Company

as at the date of this

immediately after

announcement

Completion

(% of total number of

(% of total number

shares in issue of

of shares in issue of

the Company)

the Company)

The Hon. Sir Michael Kadoorie

Note (a)

702,931,684

848,805,369

(42.62%)

(51.46%)

Mr John A.H. Leigh

Note (b)

85,220,232

85,220,232

(5.17%)

(5.17%)

Mr Philip L. Kadoorie

Note (c)

702,931,684

848,805,369

(42.62%)

(51.46%)

Acorn Holdings Corporation

Beneficiary

201,195,388

260,632,888

(12.20%)(d)

(15.80%)(d)

Bermuda Trust Company

Trustee/Interests of

286,415,620

345,853,120

Limited

controlled corporations

(17.36%)(d)

(20.97%)(d)

Guardian Limited

Beneficiary/Interest of

85,220,232

85,220,232

controlled corporation

(5.17%)(h)

(5.17%)(h)

Harneys Trustees Limited

Interests of controlled

702,931,684

848,805,369

corporations

(42.62%)(f)

(51.46%)(f)

Lawrencium Holdings Limited

Beneficiary

346,264,853

492,138,538

(20.99%)(e)

(29.84%)(e)

Lawrencium Mikado Holdings

Beneficiary

356,666,831

356,666,831

Limited

(21.62%)(e)

(21.62%)(e)

The Magna Foundation

Beneficiary

356,666,831

356,666,831

(21.62%)(e)

(21.62%)(e)

The Mikado Private Trust

Trustee/Interests of

702,931,684

848,805,369

Company Limited

controlled corporations

(42.62%)(e)

(51.46%)(e)

The Oak Private Trust Company

Trustee/Interests of

85,220,232

85,220,232

Limited

controlled corporations

(5.17%)(g)

(5.17%)(g)

Oak (Unit Trust) Holdings

Trustee

85,220,232

85,220,232

Limited

(5.17%)(d)

(5.17%)(d)

Oak HSH Limited

Beneficiary

85,220,232

85,220,232

(5.17%)(g)

(5.17%)(g)

Mr Richard Parsons

Trustee

85,220,232

85,220,232

(5.17%)(h)

(5.17%)(h)

Seekers Partners Limited

Interest of controlled

185,179,077

-

corporation

(11.23%)

3

Notes:

  1. As at the date of this announcement, The Hon. Sir Michael Kadoorie was deemed (by virtue of the Securities and Futures Ordinance ("SFO")) to be interested in 702,931,684 shares in the Company. These shares were held in the following capacity:
    1. 356,666,831 shares were ultimately held by a discretionary trust, of which The Hon. Sir Michael Kadoorie is one of the discretionary beneficiaries and the founder; and
    2. 346,264,853 shares were ultimately held by a discretionary trust, of which The Hon. Sir Michael Kadoorie is one of the discretionary beneficiaries and the founder.
  2. Mr John A.H. Leigh was deemed (by virtue of the SFO) to be interested in 85,220,232 shares in the Company. These shares were ultimately held by a discretionary trust. Mr John A.H. Leigh was deemed to be interested in such 85,220,232 shares in his capacity as one of the trustees of a trust which was deemed to be interested in such 85,220,232 shares.
  3. As at the date of this announcement, Mr Philip L. Kadoorie was deemed (by virtue of the SFO) to be interested in 702,931,684 shares in the Company. These shares were held in the following capacity:
    1. 356,666,831 shares were ultimately held by a discretionary trust, of which Mr Philip L. Kadoorie is one of the discretionary beneficiaries; and
    2. 346,264,853 shares were ultimately held by a discretionary trust, of which Mr Philip L. Kadoorie is one of the discretionary beneficiaries.
  4. Bermuda Trust Company Limited was deemed to be interested in the shares in which Acorn Holdings Corporation, Oak (Unit Trust) Holdings Limited and The Oak Private Trust Company Limited were deemed to be interested, either in the capacity as trustee of various discretionary trusts and/or by virtue of having direct or indirect control over such companies.
  5. The Mikado Private Trust Company Limited was deemed to be interested in the shares in which Lawrencium Holdings Limited and Lawrencium Mikado Holdings Limited were deemed to be interested, either in the capacity as trustee of a discretionary trust and/or by virtue of having direct or indirect control over such companies. The Magna Foundation was also deemed to be interested in the shares in which Lawrencium Mikado Holdings Limited was deemed to be interested.
    The interests of The Mikado Private Trust Company Limited in the shares of the Company include the shares held by a discretionary trust of which The Hon. Sir Michael Kadoorie and/or Mr Philip L. Kadoorie are among the discretionary beneficiaries and/or a founder as disclosed in Notes (a) and (c).
  6. Harneys Trustees Limited controlled The Mikado Private Trust Company Limited and was therefore deemed to be interested in the shares in which such company was deemed to be interested.
  7. The Oak Private Trust Company Limited was deemed to be interested in the shares in which Oak HSH Limited was deemed to be interested, either in the capacity as trustee of a discretionary trust and/or by virtue of having direct or indirect control over such company.
  8. Mr Richard Parsons, in his capacity as one of the trustees of a trust, controlled Guardian Limited and therefore was deemed to be interested in the shares in which Guardian Limited was deemed to be interested. Accordingly, the 85,220,232 shares in which Guardian Limited was interested was duplicated within the interests attributed to Mr Richard Parsons and was also duplicated within the interests attributed to Mr John A.H. Leigh as disclosed in Note (b).

4

Disclaimer

The Hongkong and Shanghai Hotels Ltd. published this content on 17 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 January 2022 00:54:03 UTC.


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Nbr of Employees 5 866
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King Man Kwok CEO, Managing Director & Executive Director
Shih Ming Ip Chief Financial Officer & Executive Director
Michael David Kadoorie Non-Executive Chairman
Shane Izaks Group General Manager-Information Technology
Christopher Chan General Manager-Research & Technology